PARIS — The Hydrogen Company (“H2C“), a corporation formed and existing under the laws of France and an indirect wholly-owned subsidiary of L’Air Liquide S.A. (“Air Liquide“), is pleased to announce that it entered today into a Funding and Investment Agreement (the “Funding and Investment Agreement“) with Cummins Inc. (“Cummins“) to acquire Hydrogenics Corporation (NASDAQ: HYGS) (HYG.TO) (“Hydrogenics” or the “Corporation“).
Under the Funding and Investment Agreement, H2C and Cummins agreed, among other things: (i) to cooperate with respect to the acquisition of the Corporation; (ii) that H2C would contribute its common shares of Hydrogenics in exchange for common shares in the capital of the purchaser of Hydrogenics, a wholly-owned subsidiary of Cummins (the “Purchaser“); (iii) to provide funds to effect the Arrangement (as defined below), including for H2C to acquire, directly or indirectly, additional common shares in the capital of the Purchaser for an ultimate indirect interest of up to 19.9% in the Corporation following completion of the Arrangement and the provision of such additional funds; and (iv) to certain governance arrangements if the Arrangement is completed. The Funding and Investment Agreement is terminable on the closing of the Arrangement, by mutual agreement in writing of both H2C and Cummins, or on December 20, 2019.
H2C also entered into a Support and Voting Agreement (the “Support Agreement“) with Cummins and the Purchaser pursuant to which H2C agreed to vote its common shares in favour of the Arrangement. The Support Agreement is terminable upon termination of the Arrangement Agreement (as defined below), termination of the Funding and Investment Agreement, or by mutual agreement in writing of H2C, Cummins, and the Purchaser.
Concurrently with the entering into of the Funding and Investment Agreement and the Support Agreement, Cummins and the Purchaser entered into an arrangement agreement (the “Arrangement Agreement“) with the Corporation for the purpose of effecting the proposed acquisition of the Corporation through an arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement“). As part of the Arrangement, the Purchaser is offering to acquire all of the issued and outstanding common shares of Hydrogenics not held by H2C for cash in the amount of US$15 per common share. Pursuant to the Arrangement, H2C intends to contribute its common shares of Hydrogenics in exchange for common shares in the capital of Purchaser.
If the Arrangement is completed, the Corporation will be de-listed from the Toronto Stock Exchange and the Nasdaq Global Select Market.
Air Liquide currently has beneficial ownership of, or control and direction over, 3,537,931 common shares of the Corporation, representing approximately 18.6% of the Corporation’s issued and outstanding common shares, which common shares were initially acquired in connection with a strategic technology collaboration initiative with Hydrogenics in Canada . Air Liquide does not own any other securities of the Corporation. Cummins advised Air Liquide that it currently does not have beneficial ownership of, or control and direction over any securities of the Corporation. Upon completion of the Arrangement, it is anticipated that H2C will have beneficial ownership of, or control and direction over, approximately 19.6% of the common shares of the Corporation, while Cummins will have beneficial ownership of, or control and direction over, approximately 80.4% of the common shares of the Corporation.